Common use of Joinder of New Lenders Clause in Contracts

Joinder of New Lenders. (a) Each Person that signs this Amendment as a Lender and that was not a Lender party to the Credit Agreement prior to the date hereof (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, and (E) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof.

Joinder of New Lenders. (a) Each Person that signs this Amendment Additional Lender hereby joins the Credit Agreement as a Lender and that was not shall hereby be deemed to be party as a Lender party to under the Credit Agreement prior for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Credit Agreement as fully as if such Additional Lender had executed and delivered the Credit Agreement as of the date thereof and, without limiting the generality of the foregoing, hereby expressly assume all obligations and liabilities of a Lender thereunder. Each Additional Lender certifies that it has delivered to the date hereof (each a “New Lender”) Administrative Agent, together with its signature page hereto, (i) the documentation required under Section 2.20(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. (b) Each Additional Lender (x) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (Cii) from and after the date hereof, it shall such Additional Lender will be bound by the provisions of the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender and, to the extent of its Commitments thereunder, shall have the obligations of a Lender thereunder, (Diii) it such Additional Lender has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 Section 5.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment Agreement and to become a Lender under the Credit Agreementprovide its Revolving Commitment, and (E) it has, on the basis of which such Additional Lender has made such analysis and decision independently and without reliance upon on the Administrative Agent or any other Lender Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (iiy) agrees that (Ai) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (Bii) it such Additional Lender will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof. 5.

Joinder of New Lenders. (a) Each Person 2018 Incremental Lender that signs this Amendment as a Lender and that was is not a Lender party to the Credit Agreement immediately prior to the date hereof giving effect to this Amendment No. 1 (each a “New Lender”) (i) hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Amended Credit Agreement, to the same extent as if such New Lender were an original signatory to the Credit Agreement. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (Aa) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (Db) it has received a copy of the Credit Agreement, Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 Section 8.01 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under on the Credit Agreement, and (E) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as basis of which it has deemed appropriate, made its own credit such analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents (c) from and information as after the Amendment No. 1 Effective Date, it shall deem appropriate at be a party to and be bound by the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all provisions of the obligations which by Amended Credit Agreement and the terms of the other Loan Documents are required to be performed by it as and have the rights and obligations of a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereofLender thereunder.

Joinder of New Lenders. (a) Each Person that signs By its execution of this Amendment as Amendment, each New Lender hereby confirms and agrees that, on and after the Effective Date, it shall be a Lender and that was not a Lender party to the Credit Agreement prior as a Lender, shall have all of the rights and be obligated to perform all of the date hereof obligations of a Lender thereunder. Each New Lender severally, and not jointly, further (each a “New Lender”) (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it is meets all requirements of an Eligible AssigneeAssignee under Section 13.7(b) of the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement, which such consents shall be deemed provided, to the extent required, by each Person that executes this Amendment), (Ciii) from and after the date hereofEffective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, and (Div) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 Section 7.1 thereof, as applicable, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, Agreement on the basis of which it has made such analysis and (E) it has, decision independently and without reliance upon on the Agent or Administrative Agent, any other Lender Lender, agent or arranger; and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (iib) agrees that (Ai) it will, independently and without reliance on the Agent Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (Bii) it will perform in accordance with their terms all of the obligations which that by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof.

Joinder of New Lenders. Effective as of the Third Amendment Effective Date, each of the New Lenders, by its execution of this Amendment, (a) Each Person that signs this Amendment appoints and authorizes the Agents to take such action as a Lender and that was not a Lender party to the Credit Agreement prior to the date hereof (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment agents on its behalf and to consummate the transactions contemplated hereby exercise such powers and to become a Lender discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; (Bb) agrees that it is an Eligible Assignee, (C) from and after the date hereof, it shall will be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it has received a copy of the Credit Agreement, other Loan Documents and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, and (E) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their its terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a LenderLender (and, in the case of DNB Bank ASA, as a Guarantee Bank); and (iiic) appoints the Agent shall be a party to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and have the rights and obligations of a Lender (and, in the case of DNB Bank ASA, as are delegated to a Guarantee Bank) thereunder and under the Agent other Loan Documents and shall be bound by the terms provisions thereof. Exhibit A Third Amendment to Credit Agreement Articles I through XI of the Credit Agreement [Attached] 1510315.05-WASSR01A - MSW CREDIT AGREEMENT dated as of February 24, 2014, among SHELF DRILLING HOLDINGS, LTD., as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, HSBC BANK PLC and RBC CAPITAL MARKETS1, as Joint Lead Arrangers and Joint Book Runners, and RBC EUROPE LIMITED, as Administrative Agent, Collateral Agent, Issuing Bank and Guarantee Bank 1 RBC Capital Markets is the global brand name for the corporate and investment banking business of Royal Bank of Canada and its affiliates. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 53

Joinder of New Lenders. Each New Lender, by its signature below, confirms that it has agreed to become a “Lender” under, and as defined in, the Credit Agreement with a Revolving Commitment and/or Term Loan as set forth on Schedule 2.01 hereto, effective on the date hereof upon the satisfaction of the conditions set forth in Section 5 hereof. Each New Lender (a) Each Person acknowledges that signs this Amendment as in connection with it becoming a Lender and that was not a Lender party to the Credit Agreement prior to the date hereof (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it has received a copy of the Credit AgreementAgreement and the Schedules and Exhibits thereto, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements delivered by the Company pursuant to Sections 9.5, 9.6 and 9.7 thereof, as applicablethe Credit Agreement, and such other documents and information as it deems has deemed appropriate to make its own credit and legal analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, Lender; and (Eb) agrees that, upon it hasbecoming a Lender on the date hereof, it will, independently and without reliance upon the Agent Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement. In addition, each New Lender represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender on the date hereof; (ii) such New Lender is, on the date hereof, an Eligible Assignee; and (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution and delivery of this Agreement or the performance of its obligations hereunder or as a Lender under the Credit Agreement as of the date hereof. Each New Lender agrees to execute and deliver such other instruments, and take such other actions, as the Administrative Agent or any Loan Party may reasonably request in connection with the transactions contemplated by this Agreement (including, without limitation, delivering to the Administrative Agent, on or prior to the date hereof, an Administrative Questionnaire for such New Lender). The Company, the Administrative Agent, the L/C Issuer, the Swing Line Lender, each existing Lender and each New Lender acknowledges and agrees that, on the date hereof, each New Lender shall become a Lender and, from and after such date each New Lender will have all rights as a Lender under the Loan Documents, . Each New Lender acknowledges and agrees that from and after the date hereof such New Lender (x) will be bound by the terms of the Credit Agreement as fully and to the same extent as if such New Lender were an original Lender under the Credit Agreement and (By) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof.

Joinder of New Lenders. (a) Each Person that signs Upon execution of this Amendment as Amendment, each New Lender shall be a Lender and that was not a Lender party to the Credit Agreement prior to (as amended by this Amendment) and have all of the date hereof rights and obligations of a Lender thereunder and under the other Loan Documents. Each New Lender (each a “New Lender”) (ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate this Amendment is the transactions contemplated hereby legal, valid and to become a Lender under the Credit Agreementbinding obligation of such New Lender, enforceable against it in accordance with its terms; (Bb) it is an Eligible Assignee, (C) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) confirms that it has received a copy of the Credit Agreement, this Amendment and has received or has been accorded all of the opportunity to receive Annexes, Exhibits and Schedules thereto, together with copies of the most recent financial statements delivered pursuant to Sections 9.5Section 7.1 of the Credit Agreement, 9.6 and 9.7 thereof, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, and Amendment; (Ec) agrees that it haswill, independently and without reliance upon the Existing Lenders, the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement (as amended by this Amendment), the other Loan Documents, Documents or any other instrument or document furnished pursuant hereto or thereto; and (Bd) agrees that it will be bound by the provisions of the Credit Agreement (as amended by this Amendment) and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement (as amended by this Amendment) are required to be performed by it as a Lender; . The Revolving Commitment and (iii) appoints the Agent Bond Purchase Commitment of each New Lender after giving effect to take such action this Amendment shall be as agent set forth on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereofSchedule II attached hereto.

Joinder of New Lenders. (a) Each Person that signs this Amendment as a Lender First-Citizens Bank & Trust Company and that was not a Lender party to the Credit Agreement prior to the date hereof EverBank, N.A. (each a “New Lender” and collectively the “New Lenders”) (i) represents each hereby acknowledges, agrees and warrants that (A) confirms that, by its execution of this Amendment, it has full power will be deemed to be a party to the Amended Credit Agreement as a “Lender” for all purposes of the Amended Credit Agreement and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and after other Loan Documents as of the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have all of the obligations of a Lender thereunder. Each New Lender hereby ratifies, as of the Effective Date, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Documents applicable to a Lender, and the Commitment of such New Lender shall be the amount set forth on Schedule 1.01(b) of the Amended Credit Agreement. Each New Lender: (Da) confirms that it has received a copy of the Amended Credit AgreementAgreement and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 thereof, as applicable, and together with such other documents and information as it deems has deemed appropriate to make make, independently and without reliance upon Administrative Agent or any other Lender, its own credit analysis and decision to enter into this Amendment; (b) confirms that all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Amendment and to become the performance by such New Lender as a Lender under the Amended Credit Agreement, and have been obtained; (Ec) confirms that it hasmeets all requirements, independently and without reliance upon if any, specified in the Agent or Amended Credit Agreement that are required to be satisfied by it (including any other Lender and based on such documents and information consents as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender may be required under the Amended Credit Agreement); (iid) agrees that (A) it will, independently and without reliance on the upon Administrative Agent or any other Lender, Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or any other Loan Documents, and Document; (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iiie) appoints the and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofthereof together with such powers as are reasonably incidental thereto; and (f) represents and warrants that, if it is a Foreign Lender, it has delivered to Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Amended Credit Agreement, dxxx completed and executed by such New Lender.

Joinder of New Lenders. (a) Each Person New Lender executing this Fourth Amendment hereby acknowledges and agrees, by its execution and delivery of this Fourth Amendment, that signs this Amendment it joins the Credit Agreement as a Lender thereunder, subject to all the rights and that was not responsibilities of a Lender party to the Credit Agreement prior to the date hereof (each a “thereunder. Each New Lender”) : (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it is an Eligible Assignee, (Ciii) from and after the date hereofFourth Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitments, shall have the obligations of a Lender thereunder, (Div) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and either it, or the Person exercising discretion in making its decision to acquire its Commitments, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 Section 6.01 thereof, as applicable, and such other Loan Document or other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to become a Lender under the Credit Agreementpurchase its Commitments, and (Evi) it has, independently and without reliance upon the Agent or any other Lender Administrative Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Fourth Amendment and to become provide its Commitments, and (vii) if it is a Lender under Foreign Lender, it has provided to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (iib) agrees that (A) it will, independently and without reliance on upon the Agent or any other LenderAdministrative Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof.

Joinder of New Lenders. (a) Each Person that signs Upon execution of this Amendment as a Lender Amendment, each of Citibank, N.A. and that was not a Lender party to the Credit Agreement prior to the date hereof City National Bank (each a “New Lender” and collectively the “New Lenders”) shall be a party to the Credit Agreement and shall have all the rights and obligations of a Revolving Lender and a Term Loan Lender thereunder and under the Credit Documents. Each New Lender (ia) represents and warrants that (A) it has full power and authority, and has taken all action necessary, is legally authorized to execute and deliver enter into this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it is an Eligible Assignee, (C) from and after the date hereof, it shall be bound by the provisions of this Amendment and the Credit Agreement as a Lender thereunder are legal, valid and shall have the binding obligations of a Lender thereundersuch New Lender, enforceable against it in accordance with their respective terms; (Db) confirms that it has received a copy of the Credit AgreementAgreement and all of the Exhibits and Schedules thereto, and has received or has been accorded the opportunity to receive together with copies of the most recent financial statements referred to in Section 3.1 of the Credit Agreement, the financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 Section 5.1 thereof, as applicableif any, and such other documents and information as it deems has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, and ; (Ec) agrees that it haswill, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement; (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan DocumentsCredit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (Bd) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with their its terms all of the obligations which by the terms of the Loan Documents Credit Agreement are required to be performed by it as a Revolving Lender and a Term Loan Lender; and (iii) appoints . The Commitment Percentages of each New Lender after giving effect to this Amendment shall be the Agent to take such action percentage identified as agent its respective Commitment Percentages on its behalf and to exercise such powers under the Credit Agreement Schedule 1.1(c), which is attached hereto as are delegated to the Agent by the terms thereof.Exhibit B.

Joinder of New Lenders. (a) Each Person new Lender signing this Second Amendment hereby acknowledges and agrees, by its execution and delivery of this Second Amendment, that signs this Amendment it joins the Credit Agreement as a Lender thereunder, subject to all the rights and that was not responsibilities of a Lender party to the Credit Agreement prior to the date hereof thereunder. Each new Lender (each a “New Lender”) (ia) represents and warrants that (Ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (Bii) it is meets all the requirements which would be applicable to an Eligible Assigneeassignee under Section 11.06(b)(iii), (Cv) and (vi) of the Credit Agreement, (iii) from and after the date hereofof this Second Amendment, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and and, to the extent of its Commitments, shall have the obligations of a Lender thereunder, (Div) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitments and either it, or the Person exercising discretion in making its decision to acquire its Commitments, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender under the Credit Agreementpurchase its Commitments, and (Evi) it has, independently and without reliance upon the Administrative Agent or any other Lender Secured Party, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Second Amendment and to become provide its Commitments, and (vii) if it is a Lender under Foreign Lender, it has provided to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (iib) agrees that (Ai) it will, independently and without reliance on upon the Administrative Agent or any other LenderSecured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Credit Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof.

Joinder of New Lenders. (a) Each Person that signs this Amendment Agreement as a Lender and that was not a Lender party to the Existing Credit Agreement prior to the date hereof (each a “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (B) it is satisfies the requirements to be an Eligible Assigneeassignee under the Amended Credit Agreement (subject to such consents, if any, as may be required under the Amended Credit Agreement), (C) from and after the date hereofSecond Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth in the Amended Credit Agreement, as may be applicable to such New Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities, (E) it has received a copy of the Amended Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 9.5, 9.6 and 9.7 thereofSection 6.01 of the Existing Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender under the Credit Agreement, and (EF) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment Agreement and (G) if it is a Foreign Lender, any documentation required to become a Lender under be delivered by it pursuant to the terms of the Amended Credit Agreement, has been duly completed and executed by such New Lender and delivered to the Administrative Agent; and (ii) agrees that (A) it will, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, Documents and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof.